Registration Rights Agreement Dated as of April 18, 2007 among BBVA International Preferred, S.A. Unipersonal, as Issuer Banco Bilbao Vizcaya Argentaria, S.A., as Guarantor and Lehman Brothers Inc.Registration Rights Agreement • January 14th, 2008 • BBVA International Preferred, S.A. Unipersonal • Commercial banks, nec • New York
This Agreement is made pursuant to a purchase agreement, dated as of March 29, 2007, among the Company, the Guarantor and the Initial Purchaser (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchaser of an aggregate of 600,000 Fixed-to-Floating Rate Non-cumulative Guaranteed Preferred Securities (participaciones preferentes), Series C, par value $1,000 per share (the “Preferred Securities”). Payment of distributions (remuneración) on the Preferred Securities, as well as payment of the redemption price for the Preferred Securities upon any redemption thereof and the liquidation distribution of the Preferred Securities upon the winding-up or liquidation of the Company will be unconditionally guaranteed by the Guarantor to the extent provided in a guarantee of the Guarantor for the benefit of the holders from time to time of the Preferred Securities. In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Guarantor and the
AMENDED AND RESTATED GUARANTEEGuarantee • January 14th, 2008 • BBVA International Preferred, S.A. Unipersonal • Commercial banks, nec
THIS AMENDED AND RESTATED GUARANTEE (the “Guarantee”), dated 14 January, 2008, is executed and delivered by Banco Bilbao Vizcaya Argentaria, S.A., a limited liability company (sociedad anónima) incorporated under the laws of the Kingdom of Spain (the “Bank” or the “Guarantor”) for the benefit of the Holders (as defined below).
